The research proposed investigates adult age differences in the processing of words and sentences. Two sets of studies are outlined, both sharing the aim of differentiating those aspects of memory processing that change during aging from those that do not. The first set examines the extent to which an individual's permanent knowledge about word meanings is activated, or encoded, upon processing a stimulus. This series has two aims: (1) to distinguish experimentally between automatic and controlled processes in order to test the hypothesis that controlled processes deteriorate with aging, whereas automatic processes do not, and (2) to determine the relation between semantic activation and subsequent recall and recognition of the items processed. The second set of studies examines the structure of newly learned material, including paired associates and sentences, with the aim of determining whether there are adult age differences in the activation of newly learned associations and in the propositional structure of sentences. In both sets of studies inferences about memory processes are based on the patterns of priming observed in lexical decision and recognition memory tasks.